exv10waa



 





Exhibit 10 (aa)




Form of Agreement




THE WALT DISNEY COMPANY




Restricted Stock Unit Award Agreement (Time-Based Vesting)



This AWARD AGREEMENT (the “Agreement”) is between            (“Participant”)
and The Walt Disney Company (“Disney”), in connection with the Restricted Stock
Unit award granted to Participant on           , by the Compensation Committee
of the Board of Directors (the “Committee”) of Disney pursuant to the terms of
the Amended and Restated 1995 Stock Incentive Plan (the “Plan”). The
applicable terms of the Plan are incorporated herein by reference, including
the definitions of terms contained in the Plan.


Section 1. Restricted Award. Disney hereby grants to the Participant, on the
terms and conditions set forth herein, an Award of       “Restricted Stock
Units.” The Restricted Stock Units are notional units of measurement
denominated in shares of Common Stock (i.e., one Restricted Stock Unit is
equivalent in value to one share of Common Stock, subject to the terms hereof).
The Restricted Stock Units represent an unfunded, unsecured deferred
compensation obligation of Disney.


Section 2. Vesting Requirement. The Award shall become vested in two
installments as to an equal number of Restricted Stock Units on each of
           and            (each, a “Vesting Date”), provided the Participant
remains continuously employed by Disney or an Affiliate from the date hereof
until each such Vesting Date. If this service requirement is not satisfied,
the Award (or remaining unvested portion thereof) shall be immediately
forfeited. All Restricted Stock Units as to which the vesting requirement of
this Section 2 have been satisfied shall be payable in accordance with Section
5 hereof.


Section 3. Accelerated Vesting. Notwithstanding the foregoing, upon the
Participant’s death or disability (within the meaning of Section 409A of the
Internal Revenue Code), or upon the occurrence of a Triggering Event within the
12-month period following a Change in Control (in accordance with Section 11 of
the Plan as in effect on the date hereof), this Award shall become fully vested
and shall be payable in accordance with Section 5 hereof to the extent that it
has not previously been forfeited.


Section 4. Dividend Equivalents. Any dividend paid in cash on shares of the
Common Stock of Disney will be credited to the Participant as additional
Restricted Stock Units as if the Restricted Stock Units previously held by the
Participant were outstanding shares of Common Stock of Disney, as follows:
Such credit shall be made in whole and/or fractional Restricted Stock Units and
shall be, based on the fair market value (as defined in the Plan) of the shares
of Common Stock of Disney on the date of payment of any such dividend. All
such additional Restricted Stock Units shall be subject to the same vesting
requirements applicable to the previously held Restricted Stock Units in
respect of which they were credited and shall be awarded in accordance with
Section 5 hereof.


Section 5. Payment of Award. Payment of vested Restricted Stock Units shall be
made within 30 days following the satisfaction of the vesting requirement under
Section 2 hereof for each respective Vesting Date (or following accelerated
vesting under Section 3 hereof). The Restricted Stock Units shall be paid in
cash or in shares of Common Stock (or some combination thereof), as determined
by the Committee in its discretion at the time of payment, and in either case
shall be paid to the Participant after deduction of applicable minimum
statutory withholding taxes as determined by Disney.


Section 6. Restrictions on Transfer. Neither this Restricted Stock Unit Award
nor any Restricted Stock Units covered hereby may be sold, assigned,
transferred, encumbered, hypothecated or pledged by the Participant, other than
to Disney as a result of forfeiture of the units as provided herein.



 









 







Section 7. No Voting Rights. The Restricted Stock Units granted pursuant to
this Award, whether or not vested, will not confer any voting rights upon the
Participant, unless and until the Award is paid in shares of Common Stock.


Section 8. Award Subject to Plan. This Award is subject to the terms of the
Plan. In the event of a conflict or ambiguity between any term or provision
contained herein and a term or provision of the Plan, the Plan will govern and
prevail. The Restricted Stock Units constitute “phantom stock” for purposes of
the Plan.


Section 9. Changes in Capitalization. The Restricted Stock Units under this
Award shall be subject to the provisions of the Plan relating to adjustments
for changes in corporate capitalization.


Section 10. No Right of Employment. Nothing in this Award Agreement shall
confer upon the Participant any right to continue as an employee of Disney or
an Affiliate nor interfere in any way with the right of Disney or an Affiliate
to terminate the Participant’s employment at any time or to change the terms
and conditions of such employment.


Section 11. Governing Law. This Award Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the choice of law principles thereof.



	 	 	 	 	 	 	 
	THE WALT DISNEY COMPANY	 	PARTICIPANT
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 By:

	 	 	 	By:
	 	 
	

	 	
 
	 	 	 	
 
	 
	 	 	 	(Signature of Participant)







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